Terms of Use Policy

1. Introduction

These Terms of Use (“Terms”) set out the legally binding terms that apply when you access or use any website operated by The Carbon Foundation group (together, the “Site”).

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By accessing or using the Site, you acknowledge that you have read, understood and agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Site.

 

These Terms apply to public, informational use of the Site. If you access any authenticated, logged-in or restricted areas (such as registry portals, project owner dashboards or data rooms), additional terms will apply. Where those additional terms conflict with these Terms, the additional terms will prevail in relation to the relevant service.

 

These Terms operate alongside, and should be read together with, our:

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• Privacy Policy

• Cookie Policy

• Carbon Claims & Transparency Policy

• Any other policies or notices referred to on the Site

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2. Who we are – The Carbon Foundation group

The Site is operated by entities within the The Carbon Foundation group (“Carbon Foundation”, “we”, “us”, “our”).

 

The parent operating entity is:

 

Themis Carbon CY Limited
Trading as The Carbon Foundation
Prodromou 121, Hadjikyriakeion Building, 1st Floor
Strovolos, 2064, Nicosia, Cyprus
Company registration number: HE410562

 

The Carbon Foundation group also includes direct and indirect subsidiaries, branches and affiliated entities in other jurisdictions, including (without limitation) Canada, New Zealand, the United Kingdom and other countries in which we operate (together, the “Group Companies”).

 

References in these Terms to “The Carbon Foundation”, “we”, “us” or “our” include Themis Carbon CY Limited and any relevant Group Company involved in operating the Site or interacting with you in connection with it.

 

If you have any questions about these Terms, you can contact us at:

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• Email: info@carbonfoundation.com

• Postal: The Carbon Foundation, Prodromou 121, Hadjikyriakeion Building, 1st Floor, Strovolos, 2064, Nicosia, Cyprus

 

3. Changes to these Terms

We may update these Terms from time to time, for example to reflect:

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• Changes in law or regulation;

• Developments in our business or group structure; or

• Updates to the Site’s functionality or content.

 

When we do so, we will update the “Last updated” date at the top of this page. For material changes, we may also provide additional notice (for example, via a banner on the Site).

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Your continued use of the Site after changes have been posted constitutes your acceptance of the updated Terms. If you do not agree with any change, you must stop using the Site.

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4. Other applicable terms

By using the Site, you acknowledge that your use is also governed by:

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• Our Privacy Policy, which explains how we collect, use and protect personal data;

• Our Cookie Policy, which explains how we use cookies and similar technologies;

• Our Carbon Claims & Transparency Policy, which describes how we make and expect others to make climate-related claims connected to our work; and

• Any additional notices or terms displayed on specific pages of the Site.

 

These may be amended from time to time in accordance with their own terms.

 

5. Access to the Site and eligibility

5.1 Access and availability

The Site is made available free of charge for informational purposes. We do not guarantee that the Site, or any content on it, will always be available, uninterrupted or error-free. We may suspend, withdraw, discontinue or change all or any part of the Site without notice.

 

We will not be liable to you if, for any reason, the Site is unavailable at any time or for any period.

 

You are responsible for:

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• Making all arrangements necessary for you to access the Site; and

• Ensuring that all persons who access the Site through your internet connection are aware of these Terms and comply with them.

 

5.2 Intended audience and eligibility

The Site is primarily directed at professional and institutional users – including governments, regulators, First Nations and Indigenous partners, project owners, brokers, financial institutions and professional advisers. The Site is not directed at children.

 

By using the Site, you confirm that:

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• You are at least 18 years old (or the age of legal majority in your jurisdiction); and

• You have full authority to agree to these Terms on your own behalf and/or on behalf of the organisation you represent.

 

If you are accessing the Site on behalf of an organisation, you represent and warrant that you are authorised to bind that organisation to these Terms.

 

6. Intellectual property rights and permitted use

6.1 Ownership

Unless otherwise indicated, all content and materials on the Site, including text, graphics, logos, icons, images, audio, video, software, layout, look and feel and underlying code (together, “Content”) are owned by or licensed to The Carbon Foundation group and are protected by copyright, trade mark and other intellectual property and proprietary rights.

“The Carbon Foundation” name, logos and trade marks are the property of Themis Carbon CY Limited or its licensors. All rights not expressly granted are reserved.

 

6.2 Limited licence

Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable licence to access and use the Site and its Content solely for:

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• Your own internal, lawful, non-commercial information purposes; and/or

• Evaluating our services or engaging with us in a professional capacity.

 

You must not:

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• Reproduce, distribute, modify, adapt, translate, create derivative works from, publicly display, publicly perform, publish, license, rent, sell or otherwise exploit any Content;

• Use any Content for commercial purposes without our prior written consent;

• Remove, alter or obscure any copyright, trade mark or other proprietary notices; or

• Use the Site or any Content in a way that suggests any association, approval or endorsement by us where none exists.

 

If you wish to use any Content beyond what is permitted under these Terms, you must obtain our prior written permission.

 

7. Acceptable use

You must use the Site only for lawful purposes and in a manner consistent with these Terms and all applicable laws and regulations.

 

You must not:

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1. Use the Site in any way that breaches any applicable local, national or international law or regulation, including sanctions, export controls and financial crime laws.

2. Use the Site in any way that is unlawful, fraudulent, malicious or has any fraudulent or malicious purpose or effect.

3. Impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity.

4. Introduce or transmit any viruses, worms, trojans, logic bombs or other material that is technologically harmful or designed to disrupt, damage or interfere with any system.

5. Attempt to gain unauthorised access to the Site, any server on which it is hosted, any of our systems or any database connected to the Site.

6. Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.

7. Use any robot, spider, scraper, data mining tool or other automated means to access the Site or extract Content for any purpose without our prior written consent, other than legitimate indexing by standard search engines.

8. Use the Site to upload, transmit or distribute any material that is defamatory, obscene, offensive, discriminatory, infringing or otherwise unlawful.

9. Use the Site in a manner that infringes any copyright, trade mark, trade secret or other intellectual property or proprietary rights of any third party, or that violates the privacy or confidentiality rights of any person.

 

We reserve the right, in our sole discretion and without liability, to restrict, suspend or terminate your access to the Site if we reasonably believe you have breached these Terms.

 

8. User content and information you provide

If you submit, upload or otherwise provide any information, data, documents or other materials to us via the Site (including via contact forms or email links) (“User Content”), you:

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• Grant to The Carbon Foundation and Group Companies a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, store, modify, transmit and display such User Content for the purposes for which it was provided, as well as for related governance, risk management and compliance purposes;

• Confirm that you have obtained all necessary rights, authorisations and consents to provide the User Content and to grant the licence above;

• Confirm that the User Content is, to the best of your knowledge, accurate and not misleading, and that its submission does not infringe any third-party rights or applicable laws.

 

User Content may also be subject to:

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• Our Privacy Policy, where it includes personal data; and

• Any applicable contractual terms (e.g. NDAs, project or service agreements).

 

We reserve the right (but are not obliged) to remove, edit or refuse to display any User Content submitted via public or interactive parts of the Site which we reasonably consider to be inappropriate, unlawful or in breach of these Terms.

 

9. No reliance on information

The Content on the Site is provided for general information and background purposes only in relation to our business, our group and our approach to carbon market infrastructure.

It is not intended to amount to:

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• Legal, regulatory, tax or accounting advice;

• Investment, financial or other professional advice;

• A recommendation or endorsement of any specific project, credit, jurisdiction, instrument or strategy; or

• A representation, warranty or guarantee as to the future performance or compliance status of any project, framework or credit.

 

You must obtain appropriate professional or specialist advice before taking, or refraining from, any action based on any Content.

 

Although we make reasonable efforts to ensure that Content is accurate and up to date, we make no representations, warranties or guarantees (express or implied) that the Content is accurate, complete or current, or that it reflects the latest regulatory or market developments.

 

10. No offer, solicitation or financial promotion

Unless explicitly stated otherwise in specific, clearly identified sections of the Site:

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• Nothing on the Site constitutes an offer, solicitation, invitation or recommendation to buy, sell, subscribe for, hold or otherwise deal in any securities, carbon credits, financial instruments or regulated products;

• No Content is intended to be, or should be construed as, a “financial promotion” or equivalent communication directed at retail investors under applicable financial services laws;

• Any descriptions of carbon credits, carbon-linked financial products, structures or transaction types are illustrative and generic in nature and may not be available, lawful or appropriate in all jurisdictions or for all categories of investor.

 

Any investment or transactional decision must be based solely on the information contained in the formal documentation relating to the relevant product, transaction or service (such as offering memoranda, contractual terms and risk disclosures), and not on this Site.

 

11. Third-party sites and content

The Site may contain links or references to third-party websites, resources, tools or content (“Third-Party Content”).

 

Third-Party Content is provided solely for convenience and informational purposes. We:

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• Do not control, endorse or assume responsibility for any Third-Party Content;

• Make no representations or warranties regarding Third-Party Content, including its accuracy, completeness, legality, reliability or availability; and

• Are not responsible for any loss or damage that may arise from your use of Third-Party Content.

 

If you access Third-Party Content, you do so entirely at your own risk and subject to the terms and policies of the relevant third party.

 

12. Disclaimers

To the fullest extent permitted by applicable law and subject to Section 13:

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• The Site and all Content are provided on an “as is” and “as available” basis;

• We and our Group Companies expressly disclaim all warranties, representations, conditions and other terms of any kind, whether express or implied, including (without limitation) implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement and any warranties arising from a course of dealing or usage of trade;

• We do not warrant that the Site or any Content will be uninterrupted, secure, error-free or free from viruses, malware or other harmful components, or that any defects will be corrected.

 

Nothing in these Terms affects any rights you may have under mandatory law which cannot be excluded.

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13. Limitation of liability

 

Nothing in these Terms excludes or limits our liability for:

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• Death or personal injury caused by our negligence;

• Fraud or fraudulent misrepresentation; or

• Any other liability that cannot be excluded or limited under applicable law.

 

Subject to the above, and to the maximum extent permitted by law:

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• We and our Group Companies shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:

  • Loss of profits, revenue, business, contracts or anticipated savings;

  • Loss of data, goodwill or reputation;

  • Loss arising from business interruption; or

  • Indirect, consequential, special or punitive loss or damage,
    arising out of or in connection with your use of, or inability to use, the Site or any Content.

• Our total aggregate liability to you for all other loss or damage arising out of or in connection with your use of the Site and these Terms shall be limited to EUR 10,000 (ten thousand euro), unless a different limitation is expressly agreed in a separate written contract between you and a Group Company.

 

If you are using the Site as a consumer rather than in a business capacity, you may have additional rights under mandatory consumer protection laws in your jurisdiction, which are not affected by these Terms.

 

14. Indemnity

You agree to indemnify, defend and hold harmless The Carbon Foundation, the Group Companies and their respective officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable legal fees) arising out of or in connection with:

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• Your breach of these Terms;

• Your misuse of the Site or any Content;

• Your infringement of any intellectual property or other rights of any third party in connection with your use of the Site; or

• Any User Content you submit that is inaccurate, unlawful or in breach of third-party rights.

 

We reserve the right to assume the exclusive defence and control of any matter subject to indemnification by you, in which case you agree to cooperate with us in asserting any available defences.

 

15. Governing law and jurisdiction

These Terms, their subject matter and their formation (and any non-contractual obligations or disputes arising out of or in connection with them) are governed by and shall be construed in accordance with the laws of Cyprus, without giving effect to any choice-of-law or conflict-of-law rules that would result in the application of the laws of any other jurisdiction.

 

You and we agree that the courts of Cyprus shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or your use of the Site.

 

Nothing in this Section 15:

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• Limits our right to bring proceedings against you in any other court of competent jurisdiction; or

• Prevents the courts of another country from exercising jurisdiction where they are legally entitled to do so under applicable law.

 

16. Suspension and termination

We may, at any time and in our sole discretion, suspend or terminate your access to all or part of the Site, without liability and without prior notice, if:

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• We reasonably believe that you have breached any provision of these Terms;

• We are required to do so by law, regulation or a competent authority; or

• We decide to discontinue or materially modify the Site.

 

Upon termination for any reason:

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• All rights granted to you under these Terms shall immediately cease; and

• You must cease all use of the Site and, where applicable, destroy or delete any Content in your possession or control (except where you are permitted to retain it under a separate contract or mandatory law).

 

Sections of these Terms that are intended, by their nature, to survive termination (including without limitation Sections 6, 9–15 and 17) shall continue in full force and effect.

 

17. General provisions

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• Entire agreement – These Terms, together with the policies and notices referred to in Section 4 and any additional terms agreed in writing, constitute the entire agreement between you and us in relation to your use of the Site and supersede all prior discussions, correspondence, negotiations or understandings between us regarding the Site.

• Severability – If any provision of these Terms is held by a court or competent authority to be invalid, unlawful or unenforceable, that provision shall be deemed severed and the remaining provisions shall continue in full force and effect.

• No waiver – No failure or delay by us in exercising any right, power or remedy under these Terms shall operate as a waiver of that or any other right, nor shall any single or partial exercise of any such right preclude any other or further exercise of that or any other right.

• Assignment – You may not assign, transfer, novate or subcontract any of your rights or obligations under these Terms without our prior written consent. We may assign, transfer or novate our rights and/or obligations under these Terms, in whole or in part, to any Group Company or third party, provided that such assignment does not materially reduce the level of protection afforded to you under these Terms.

• Language – These Terms are drafted in the English language. If these Terms are translated into another language, the English version shall prevail in the event of any inconsistency.

 

18. Contact us

If you have any questions, comments or requests regarding these Terms or the Site, please contact:

 

The Carbon Foundation
Themis Carbon CY Limited (trading as The Carbon Foundation)
Prodromou 121, Hadjikyriakeion Building, 1st Floor
Strovolos, 2064, Nicosia, Cyprus
Company registration number: HE410562

Email: info@carbonfoundation.com